LiveOne, Inc. (LVO) Q4 2020 Earnings Report, Transcript and Summary

Good day, and welcome to LiveXLive Media Q4 2020 Earnings Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Emily Greenstein, Investor Relations. Please go ahead.

Thank you. Good afternoon, and welcome to LiveXLive Media's business update and financial results conference call for the company's fourth quarter and fiscal year ended March 31, 2020. Joining me on today's call are Rob Ellin, CEO and Chairman; and Mike Zemetra, CFO. I'd like to remind you that some of the statements made on today's call, are forward-looking and are based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements include but are not limited to statements regarding the future performance of the company including expected future financial results and future growth in the business. Actual results may differ materially from those discussed in this call for a variety of reasons. Please refer to our filings with SEC for information about factors which could cause our actual results to differ materially from these forward-looking statements, including those described in the Company's Annual Report on Form 10-K for the year ended March 31, 2020 and the Company's other SEC filings. You will find reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures discussed today in the Company's earnings release, which is posted on our Investor Relations website at ir.livexlive.com and we encourage you to periodically visit the Company's IR website for important content. The following discussion, including responses to your questions, contain time sensitive information and reflects management's view as of the date of this call, June 18, 2020 and except as required by law, we do not undertake any obligation to update or revise this information after the date of this call. I'd also like to highlight to investors that the call is being recorded. We are making it available to investors and the media via webcast and a replay will be available on our website in the investor relations section shortly following the conclusion of the call. Additionally, it is a property of the company and any redistribution, retransmission or rebroadcast of the call in any form without the company's express written consent is strictly prohibited. Now, let me turn the call over to Rob. Rob?

Thanks, Emily. Good afternoon everyone. Thanks everyone for joining us today. I want to start by saying we hope everyone has been able to stay safe and healthy during these difficult times. Since we last reported a lot has changed between the combination of COVID and social unrest, surrounding racial injustice there has been a meaningful impact on the live music industry. Yesterday, we announced Juneteenth as an official LiveXLive holiday starting next year. It is important to ever comes together as a community and support each other and LiveXLive is doing just that. During these unprecedented times when COVID has shutdown, live music concerts and festivals, LiveXLive has become one of the most important go to streaming platforms for live digital music festivals and performances. Today, we are a full stack, live streaming platform with the ability to monetize content in multiple ways and multiple times. As COVID shutdown live music events, we have quickly and successfully positioned LiveXLive as the leader in music live streaming. In the first half of calendar 2020, I'm proud to say we have already streamed more music events to more people with more artists than in all of calendar 2019. As an artist first platform, LiveXLive provides audacity, talent - provides talents and artists, technology, production, distribution, marketing, sponsorship with the ability for the first time ever to simulcast globally across all digital platforms. We recently launched pay-per-view, an exciting and important new initiative for LiveXLive where we will exclusively produce and live stream cutting edge, full length pay-per-view contents. We are streaming pay-per-view, as a natural extension of our long-standing expertise of streaming the largest tentpole music festivals, the Super Bowls and music, Rock in Rio, EDC, Jazz Montreux, Seagate around the world. The platform allows LiveXLive to structure ready share agreements with the artists via digital tickets, fan tipping, digital meet and greets, merchandise sales and sponsorship. As live music slowly reopens, we will be positioned as the first and only platform driving sponsorship and ticket sales for both digital and live. We will be announcing in the very near future significant additions to our pay-per-view lineup. And we're proud to say our first small event to over 8,000 tickets at an average of over $20 per ticket. Last quarter, we acquired React Presents a club, concert, festival, promotion company with access to over 250 live events per year including Spring Awakening by a largest EDM festival in Chicago. React's calendar revenue was approximately $15 million. Although the time React acquisition and React just prior to COVID was not part of the plan, we quickly pivoted our management team React to expand our artists outreach team working on digital-only music events as opposed to Spanish events, which has worked out extraordinarily well, with over 200 of our 1,300 artists stream to-date coming from the Chicago team. Another recent important milestone was the announcement of our planned acquisition of PodcastOne we expect to close in. PodcastOne recorded gross revenues of $27.5 million in calendar 2019. The acquisition not only rounds out and complements our music and video content stack but significantly diversifies our revenue model, adding a large advertising component to complement our existing subscription business. Importantly, we inherit PodcastOne’s experience advertising team, we tripled the size of our current team today. And maybe most important is we bring PodcastOne’s Chairman and Founder Norman Pattiz onto the LiveXLive senior management team. Norm is considered an icon and pioneer in the radio business. He was the Founder of Westwood One, which he built into a largest radio network in America, with a $4.5 billion plus valuation in the public markets. What I believe to be a testament to the value of LiveXLive shares, Norm agreed to an all stock transaction. PodcastOne generated a staggering 2.1 billion downloads annually and produces over 350 episodes per week. It's a library of over 300 podcasts, including shows from Adam Carolla, A&E's Cold Case Files, Stone Cold Steve Austin from wrestling, Shaquille O'Neal, LadyGang, T.I., Mike Tyson. With the acquisition we have significantly saw opportunity cross-sell, we cross promote to respective subscribers, advertisers and sponsors, as well as provide a collective artists and audio accounts with expanded platform increase their social media and online presence. Since announcing the planned acquisition, we have already collaborated on two immensely successful video podcasts with Adam Carolla's PodcastOne show. This is a unique live stream and video stream podcast core event, which has been coined a vodcast. As we added to Adam’s performance his two favorite artists, we've streamed to over 2.5 million people on those two shows. So we’ll be looking for both new streaming pay-per-view contents, as well as existing additions to our world class podcast and vodcast lineup. In addition, we remain optimistic with respect to additional acquisitions that could add new or complementary revenue verticals. LiveXLive today is a different company than it was six months ago at the time, we were focused on ways to generate and increase digital traffic. Today, we are laser focused on monetization, bottom line, and what has become an enormous traffic and audience, and branding of LiveXLive. Our platform now stretches across five fast growing industry segments, audio streaming, pay-per-view, OTT, podcast, and of course, live event streaming. Each of these segments have the wherewithal to grow as a standalone business, as well as be part of an integrated model where we commoditize the same content many different times in many different ways. Like the major media networks, we can now produce, stream create original premium content, having added new monetization features for artists, including pay-per-view, virtual ticketing, virtual merchandise subscription, digital tours and tipping. Have numerous new and potentially significant revenue opportunities. We now squarely focus on driving revenue and positive EBITDA. Since April, our paid sponsorship has tripled across our platform. And we have live streamed over 30 live music events, with 60 million views, versus 70 million total last year, featuring more than 1,000 of the biggest artists in the world, including Selena Gomez, Lizzo, John Legend, Tinashe, French Montana, Green Day, Lil Baby, Sting, Keisha. Our management team aboard are loaded with industry leaders who have built, run, executed and exited multibillion dollar companies. One of our numerous important management additions is our President and my partner, Dermot McCormack. Dermot joined LiveXLive in July of 2019. He previously ran AOLs as global President where he was a key player in helping to sell AOL to Verizon for $4.5 billion. Prior to that, he was head of Digital for Viacom's Music Group where he helped MTV build a user base of over 100 million followers. We feel we're following right in those footsteps. We also added Bridget Baker to our Board. Helped down CNBC, Bridget was previously President of content distribution of NBC Universal. She is involved in acquisitions, integrations totally over $50 billion including Bravo, Telemundo, Vivendi/Universal, Oxygen, Comcast and as you hear more and more about distribution you will hear more and more opportunities for us to expand our tentacles across those distributors around the world. As I said, 2020 was a transformative year for LiveXLive. We have focused on the following four pillars original content, programming, subscription pay-per- view, advertising and sponsorship. Starting off with original programming, we created a one of a kind franchise called LiveXLive presents, which is my home to yours. We showcased amazing artists like Aces and Kayzo and broke baby bands and discovery of amazing artists. We introduced a new premium product as well for plug-and-play, which allows artists to - a live stream kit, which allowed artists to instantly plug into its platform and simulcast to all LiveXLive properties, as well as to the artist homepages on their social media, as well as the Facebook, Instagram, Twitter and Twitch. We also expanded a uniquely exciting partnership with Sinclair and STIRR the largest regional sports network. As ad supported streaming service, allowing us to produce a slate of original programs and newly launched music channels on STIRR, the channel will feature a live zone in the future, which STIRR will sponsor key events supporting our goal in acquiring client audiences across platforms. Live Zone is our sport center music our red zone, our authentic news platform. What we like to refer to as the sports center music franchise has increased traffic and significantly expanded original programming slate. More than ever, Live Zone has helped in pop culture, artists and fans together with art, fashion, music, Esports and will continue to grow and you'll see more and more partnerships across the live world combining together with LiveXLive. LiveXLive continues to extend distribution with partnerships and B2B deals around the globe. We have had an amazing eight year relationship with Tesla. As many of you know, we are an exclusive partner, whereby LiveXLive is pre installed in any new Tesla car sold in America. Tesla's revenue production up and our partners remain strong, we also in 85, automobiles as well as across major carriers, Verizon, Sprint and T-Mobile. And as we publicly said previously, we are very close to expanding our offerings to the rest of the globe and expanding our partnerships with labels and publishers globally, to be able to handle and service customers, B2B customers around the world. We have apps across Roku and Apple TV and Amazon Fire had partnered with YouTube, Facebook, Twitch, Twitter, Tencent, Dailymotion, as well as a global streaming app across 40 million Samsung TVs. There are so many ways to monetize our content through these various distribution channels. Of course, 35 platforms we have the ability to use, use basically the same content over and over again, both audio and video with mobile carriers, automobiles and OTT to monetize the same content over and over again. The sponsorship side we are bringing brands, bands and fans together with companies like Tia, Samsung, and White Claw as key partners, sponsorships have tripled in recent months, including significant national sponsors. Now I’d like to turn to what we've accomplished since April 1. And what lies ahead in 2021. We expect to collaborate with additional high profile celebrities in the future across all the pop culture, adding to our lineup of Shaq and T.I. and Adam Carolla will be across podcasting, broadcasting music, Selena Gomez so we'll continue to expand those relationships and bring them deeper into the LiveXLive family. A big part of our strategy is building podcast and broadcast franchises with highly recognizable names, their existing fan bases and loyal listeners. We produced and aired our own franchise, our Coachella, EDC, Rock in Rio are digital called Music Lives a global live shoot festival featuring 130 artists. We partnered with TikTok and a number of incredible artists to unite a global village with music. We really flipped the switch with this one, streaming artist performances from their living rooms backyards, rooftops, poolside and private studios. The festival broke all of our streaming records with an unbelievable 50 million views in 179 countries. It guarded a groundbreaking 5 billion video views on TikTok with an average of over 200,000 concurrent users during the entire 48-hour stream. That's a larger audience and Coachella or EDC or Rock in Rio has at a live event. In addition, after the enormous success of Music Lives, we launched a subsequent franchise called Music Lives On a weekly multi genre streaming series where artists promote and cross posts across their social accounts before and during live performances, to drive audiences and we're averaging over a million viewers every Friday night. A couple of weeks ago, we partnered with global superstar DJ Cargo with live stream his virtual hour festival. We debuted his new album and guarded 5 million views. The lineup was amazing Zac Brown, Chelsea Cutler, Jimmy Buffett, OneRepublic, and we showed a broke the COVID 1.0 as we slowly come out of this very difficult time, OneRepublic performed for the first time inside of the theatre. We continue to expand our footprint with our iHeart partnership including recent events such as Elvis Duran, Stay at Home Ball and Rise up New York. Just last night - last month we extended our live streaming partnership through 2022, which includes more than 25 events. We have exclusive international rights to distribute their top events the iHeart Music Festival, and iHeartRadio Jingle Ball. We're the first company to ever crossover live in digital, which we've been doing so far for the last four years by streaming Rock in Rio and other match events globally. Going forward, we're actually putting on live events like LiveXLive presents with a digital element. Our next stop is going to be ticketed events and venues with pay-per-view and ticketing digital, the aggregation of the most exclusive pop culture music events, and the ability to not only launch channels with their full slate of original content, but also produce and own events and create franchises and drive new revenue streams has created a new and unique opportunity for sponsorship and advertising to reach millennials. Distribution sponsorship, advancing strategic distribution partnerships and sponsors remains a key priority. Right of the gate, we partnered with Facebook Oculus Venues to live streaming Music Lives through the world. This introduced our content to a whole new set of global fans with the addition of Oculus, as well as a partnership and distribution and sponsorship with TikTok and we already on track to more than triple our sponsorship revenue during the June quarter. This month, we released a new unified audio and video Smart TV app experience on Samsung TV, Apple TV, Roku, Amazon Fire to follow soon reaching an estimated 90 million monthly active users. The app really offers a one stop destination for audio and video. With that, I'm going to hand this off to Mike Zemetra. Mike, thank you.

Great, thank you, Rob. We ended our fiscal 2020 with strong results and in line with our prior annual financial guidance with $38.7 million in revenue, adjusted operating loss of $12.6 million and record KPI in fiscal 2020, including 25% net paid subscriber growth year-over-year, and live streaming 42 events to over 69 million viewers. Moreover, we had another record quarter in Q4 2020, including Q4 revenue of $9.9 million and adjusted operating loss of $2.2 million and contribution margins of $2.2 million. Even this is our fiscal 2020 earnings call. The first portion of my prepared remarks will provide commentary on our fiscal 2020 performance, with the latter part on Q4 2020 financial results as compared to Q4 2019. More specifically on fiscal 2020, fiscal 2020 consolidated revenue was $38.7 million, up 15% year-over-year from $33.7 million in fiscal 2019 due in large part to our paid subscribers year-over-year, offset by a slight decline in our advertising and licensing services. Ending fiscal 2020 paid subscribers grew to 849,000 or by a net 169,000 from ending paid subscribers in fiscal 2019. We ended fiscal 2020 with 93% of our revenue from subscription and 7% from advertising and licensing. Fiscal 2020 contribution margin grew 136% year-over-year to $5.9 million as compared to $2.5 million in fiscal 2019. The year-over-year improvement of $3.4 million was driven by the growth in our paid subscriber base, coupled with margin improvements from our subscription services of approximately 34.2% in fiscal 2020 as compared to 32.1% in fiscal 2019. Offsetting this with spending of approximately $7.3 million to live stream produced 42 events in fiscal 2020 and an average of 174,000 per event, an improvement of over 50% year-over-year. By comparison, we spent a total of $8.3 million in fiscal 2019 to produce 24 events, or at an average cost of 345,000 per event. The year-over-year improvement in our average cost per event was largely driven by cost efficiencies realized from the scale of our business, coupled with an increase in the number of core sponsored events with partners such as iHeartRadio. Heading into fiscal 2020, we expect to realize more cost efficiencies across our live productions as we augment to more digital only and pay-per-view events. Fiscal 2020, adjusted operating loss was flat year-over-year at $12.6 million. Now, I would like to discuss the financial performances in Q4 fiscal 2020 versus 2019. Q4 2020 revenue was $9.9 million, up 8% year-over-year from $9.2 million in Q4 2019. Due to year-over-year growth in paid subscribers offset by a slight decline in advertising and licensing which was partially impacted by COVID-19 beginning in March 2020. I will get deeper into revenue drivers along with the COVID-19 pandemic impact across our business later in my prepared remarks. Q4 2020 contribution margin a $2.2 million was flat year-over-year despite an increase in revenue over the same period. This was largely driven by a one-time correct the entry booked in Q4, 2019 to reduce cost of sales and properly state accrued loyalty obligations by $0.4 million. As a result of this correcting and entry, our subscription business generated approximately 38% contribution margin in Q4, 2018. Excluding this correction in entry, the contribution margin would have been approximately 33.7% or approximating Q4, 2020 contribution margin of 34.7%. Q4 adjusted operating loss was $2.2 million or slightly higher versus $1.9 million in Q4, 2019 driven by higher overall corporate costs of $0.6 million from the addition of new personnel in Q4 2020 versus Q4 2019 including a new President and other initiatives to support the overall growth of the company. Offset by $0.4 million improvements in music services driven by reduced marketing spending in Q4, 2020 versus 2019. In addition, we also capitalized approximately $0.6 million of internally developed software costs in Q4, 2020 versus $0.9 million in Q4, 2019. Now I would like to discuss the Q4 financial performance across our music operations in corporate divisions. Turning to music operation, our music operations consists of our audio and internet video services, along with our live stream operations, including sales, marketing and product development and to a lesser extent, certain general and administrative costs. As previously discussed, our Q4 revenue of $9.9 million was at 8% from $9.2 million in Q4 2019, largely due to growth across our paid subscribers year-over-year. During Q4 music operations generated $9.2 million in subscription revenue as compared to $8.4 million in Q4, 2019. Driving this improvement was a 25% increase in ending net paid subscribers. As a reminder, we ended Q4 with 849,000 paid subscribers up 169,000 from Q4, 2019. The annual net increase in paid subscribers was driven in part by the strength of our B2B consumer driven business, which includes Tesla and also from the increased net additions across our consumer paid subscription services. Note that during the latter part of March 2020 with the onset of the COVID-19 pandemic in the U.S., our subscriber growth began to slow across both our direct-to-consumer and B2B partners. We expect this trend to continue at least during the first quarter of fiscal 2021, which is reflected in our fiscal 2021 guidance. Q4 2020 contribution margin of $2.2 million was flat year-over-year despite an increase in revenue over the same period, largely driven by the previously discussed one-time correcting entry booked in Q4 of 2019 to reduce cost of sales. During Q4 2020, we incurred approximately $1.2 million in production costs to produce 14 events at an average cost of approximately 86,000 per event, representing a 68% improvement in the average cost per event when compared to Q4, 2019. As previously discussed, we are continuing to realize massive cost efficiencies on production as we scale our live events. We foresee this trend continuing through Q1, 2020 to 2021. Comparatively, we incurred $1.3 million in Q4, 2019 to produce five live events at an average cost of approximately 268,000 per event. Q4 music operations adjusted operating loss was $1.1 million as compared to $1.5 million in Q4, 2019. The year-over-year increase of $0.4 million was largely driven by lower marketing and operating expenses to support the various growth initiatives and events in Q4, 2020. Offset by the previously discussed [technical difficulty]. Hey, Rob, can you put yourself on mute? Thank you - in Q4, 2020. Turning to corporate, our corporate division principally consists of general and administrative functions, such as executive, finance, legal and other areas that support the entire company, including any public company driven initiatives and supporting functions. Q4 corporate adjusted operating loss was $1.1 million as compared to $0.5 million in Q4, 2019. The increase was largely due to higher personnel costs coupled with higher overall professional fees to support the various growth initiatives throughout fiscal 2020. Now, I would like to discuss the trends of our operating expenses year-over-year, excluding non-cash stock-based compensation amortization expense depreciation and certain non-recurring operating expenses of $5.7 million in Q4, 2020 and $6.6 million in Q4 2019. Q4, 2020 operating expenses were $4.4 million, which were slightly higher versus Q4 2019 of $4.1 million. The Q4 increase was largely due to $0.5 million and higher corporate G&A expenses the result of increased personnel and professional fees, coupled with a decrease of 0.3 million and internally developed software capitalization offset by the previously discussed $0.4 million improvement in music services largely due to lower marketing expenses. Turning to our balance sheet, we ended Q4, 2020 with cash and restricted cash or $12.4 million slightly down from ending cash and restricted cash of $13.9 million at Q4, 2019. The year-over-year decrease was largely driven by net cash proceeds from financing of $5.8 million offset by net cash outflows from operations of $4.9 million and investing activities of $2.4 million per year. The year-to-date net cash usage from operations was largely driven by our adjusted operating loss, offset by net cash savings and our working capital driven principally by active management of our payables throughout fiscal 2020. Now I would like to update you on a few additional items. In May 2020, we acquired PodcastOne. As a reminder PodcastOne is one of the leading leaders in podcasting, producing more than 300 podcasts per week and generating over 2 billion downloads annually. Full calendar year 2019 revenues were $27.5 million principally driven off of advertising. Assuming we acquired PodcastOne effective April 1, 2019 pro forma revenue for the entire fiscal 2020 would have been approximately $56 million. Historically, PodcastOne was growing its topline at 20% per year and gross margins were slightly better than our subscription services, which are mid 30% today. We acquired PodcastOne with issuances of approximately 5.5 million shares and expect to close sometime in July, which is three quarters of our fiscal year. We are excited to have Norman Pattiz join our team who also become our third largest shareholder upon closing the acquisition. As of March 31, 2020, we had approximately 167,000 warrants outstanding and approximately 4.2 million of potential common stock underlying our secured debentures and unsecured convertible notes. We ended the quarter with approximately 59 million common shares outstanding. In April 2020, we obtained a $1.99 billion loan under the SBA Paycheck Protection Program, which we plan to file for 100% forgiveness in Q2, 2021. As of today, we have a total of 8.9 million in secured convertible debentures outstanding. Lastly, we amended our credit agreement of our secured debenture holders in Q4, 2020. As a result of this amendment, we were required to transfer $6.5 million of our cash into a restricted cash account. This is not a principle change, as we have always been subject to holding a minimum cash requirement, which was $6.5 million throughout the entire fiscal 2020. Turning to financial guidance, full year fiscal 2021 guidance is as follows. Please note this includes three quarters of the impact from PodcastOne, assuming the planned acquisition closes on July 1, 2020. Revenue of $61 million to $67 million, representing a 65% increase year-over-year at the midpoint, with a mix of advertising revenues to be between 35% to 40% of our consolidated fiscal 2021. Annualized contribution margin of 30% to 35% of our revenue and improvement of over 100% year-over-year versus fiscal 2019. The adjusted operating loss of $2.5 to $5 million representing a 70% improvement year-over-year at the midpoint. With this we are forecasting our combined Music Services segment to be profitable in fiscal 2021 with only the corporate overhead adjusted loss between $4 million to $5 million. Capital expenditures which principally include internally capitalized labor costs in the range of $3.5 million to $5 million and our expectation to live stream over 100 music festivals and events an increase of over 140% year-over-year. Now, I would like to provide some color and guidance on Q1, 2021. Q1 will include one, a full quarter impact of COVID-19, which includes a loss of over $8 million in forecasted topline revenue, including all live, on-premise music events, such as our Spring Awakening festival, and up to 50% declines in our programmatic advertising revenue. Two, volatility in ending subscribers, given the current lockdown on production initiatives within some of our larger customers, we do not expect any subscribers to grow substantially in Q1, 2020/2021 as compared to historical growth. And three, management lead costs and savings initiatives in Q1, including payroll and operating expense reductions totaling approximately $1.5 million in savings in Q1, 2021. Factoring all of this, we expect the following in Q1, 2021 revenue between $10.4 million to $10.7 million, representing an increase of 10% year-over-year at the midpoint and adjusted operating loss between $0.2 million to $0.5 million and improvement of over $4.2 million or 92% year-over-year at the midpoint. After 40 live events and 70 million live views, matching what we did for the entire fiscal 2019 and sponsorship in excess of 1 million in revenue or three times greater than any quarter since our existence. Lastly, I would like to conclude with some final thoughts. Fiscal 2021 will be the turning point in our evolution, showing massive financial progress, diversification in our revenue mix and radical improvement in our bottom line cost structure. We are laser focused on strong pathways towards growth and profitability and execution. That concludes my prepared remarks. I would like to turn it over to Rob for final thoughts, and then we can open the line up for Q&A. Rob?

To wrap up fiscal 2020 was a year of incredible growth and progress for LiveXLive. COVID is proving to be a massive accelerator for streaming. Goldman Sachs recently raised their estimates on the back of faster than expected paid streaming adoption. And now expect the streaming market to grow over 12% to reach $75 billion by 2030. As well as global paid subscribers exceed 1.2 billion in 2030. The LiveXLive platform is perfectly positioned in the center of the storm of the music ecosystem with audio, live event streaming, live events pay-per-view podcasting and over the top. Along with production we believe these present five enormous opportunities to create both substantial revenue and shareholder value. We've created a streaming music and content stack unlike any other company with audio, video, live music, social sharing, distribution, physical and transactional. Thus far, our growth has largely been based on subscription based revenue. We're focused on generating traffic and audience and building brand awareness. Now we are focused purely on monetization, driving revenue and generating cash flow. We're adding a meaningful advertising component to PodcastOne, and the scalable traffic is now attracting national sponsors. Next year we expect 40% of our revenues approximately to come from advertising sponsored ticketing with the remaining being subscription. At the core, we are a technology company with a world class management team that enables audience to get the best seat in the house, anywhere in the world. We have built a competitive mode with great technology, new monetization paths, ownership of key assets, and a large subscriber base, fantastic global partners, original programming and curation and the lowest cost of content I've ever seen add on to $20,000 per hour for AAA content. Large scale live music events will not come back maybe free for this year, and perhaps even till the middle of next year. We have reached a pivotal moment in the music industry. Streaming numbers, a topping those of television broadcasts, and artists are coming to help us navigate the new world recognizing that we have the tools, creative ability and great partners during the time of unprecedented change. LiveXLive is well positioned to win not only in today's new normal music, but when live music comes back, it's going to come back bigger than ever - and that will it turn bigger than ever. We have radically improved our revenue mix and profitable outlook. We are still just the beginning of the stages of our story and intend to grow both organically and through M&A. Stay tuned to LiveXLive and stay healthy. We look forward to any questions that anyone has. Thank you very much.

[Operator Instructions] Our first question today comes from Ron Josey with JMP Securities.

Great, thanks for taking the question. Maybe two for Rob and one for Mike on just guidance, so Rob with the 60 million live views since April 1, I am wondering if you can impact those or talk a little bit more about those viewers, are they new to the platform? And are - how often are they coming back given the franchise's that you have to offer with Music Lives On and everything else. So that's question one on just the 60 million live views? How often are these users coming back in and are they new? And then you mentioned also Rob international expansion with a partner. Can you just talk about maybe any insights on timing or how we might sort of understand the potential benefits of going international there so that's two for Rob. And then Mike just on guidance, very helpful for the details on the full year in 1Q. Can you just help us understand a little bit more on how you view advertising and sponsorship revenues sub revenue and then how React Present sort of is included in that and given PodcastOne is included in guidance any reason why that wouldn't close? And then lastly, it looks like I'm sorry for the long question, but looks like adjusted operating loss is much lower in 1Q, but then I guess lost sort of gets higher if you will, as the year goes on to talk about why. And then any insights on why cash with restricted cash coming up. Long question but great to see the momentum here and hopefully you can help there? Thank you.

So lot of a lot of questions in one, I guess, I’ll start with the audience, right. So the audience and the mix of the audience is really unique and that because we continue to - as we talked about Ron from day one most of our traffic is going to come from the artists themselves. So because we call across all genres of music, right? We deal from Selena Gomez to the Rolling Stones during this quarter, right? You're going to see traffic from many different demographics. So it's been staggering and the 60 million is exciting enough but the 5 billion effectively engagements which is kids hashtags and putting a LiveXLive video. Our brand is getting some real recognition. Our brand is getting out there, the inbound calls. As you know, we've been chopping wood and breaking bricks for the last four years. The inbounds are coming in and it's really exciting to see the opportunities there. And I think you're going to see more and more of those convert to free subscribers, paid subscribers. As I said, we sold 8,000 tickets in pay-per-view. We didn't do any marketing in that. It was our first run of it. You're going to see - you know going forward you're going to see it on a weekly basis. You're going to see us monetize that traffic now that's coming in. So that side is really exciting. On the podcast side, Norman may even jump in here in a minute. I think he was on a plane. So unfortunately I think his plane is late. He was trying to join here as well. The deal is closing imminently. The company's already integrating, right. We've already done Adam Carolla, where we've taken Adam Corolla and we added his two favorite music stores. So think of taking a podcast now turning into a vodcast, a podcast will be a radio show, a vodcast will be a TV show. And now just thinking like a variety show, you know like Jimmy Kimmel, Saturday and live, we've added, those elements to it that are really exciting and the sponsors are really excited about it. And I stick with your third one Ron, you have the third that was most important.

No, you mentioned international I was curious how that does it, but then Mike, I want to make sure there's time on just the guidance and unpacking that and just the cash?

It is a critical question on the international, what we told the street will have the licenses either by acquisition or internally. As you know, Jerry Gold and Mike Bebel have done these licenses many times. Right Mike and Napster and PressPlay Ronnie versus digital and Jerry was CFO, one of music. So we have the white people doing this. They've done it so many times, times I own [indiscernible] previously. So this is an interesting time and intriguing time that we did say there will be an acquisition that is coming up very shortly right. And so one of those will give us those global licenses and Ron, I know where your head is going with that, we think there's a massive opportunity that as you look at Spotify numbers and Netflix, all of our revenues today, from our subscription side coming to U.S. as we add those licenses as you know, those companies 50% of their revenue is coming overseas. So we think that's a huge growth opportunity for the company very shortly.

Great, thank you, Rob.

So in terms of guidance and I wrote down your questions, I'm trying to go in order here. So you were asking a little bit for the mix is advertising subscription or React how do we think about that? I mean, what I previously said that 30% to 35% of our revenue will come from advertising. That's going to be some combination of PodcastOne, the new sort of sponsorship that's coming off our platform. And there is some COVID impact in terms of our historical programmatic advertising. And so there will be a little bit of decline there. As far as React’s, I mean we're - the government has basically shutdown live events. So our forecast doesn't assume any live events are going to come to fruition this year. So in the event if that does open up, it'll create some additional revenue opportunity, but at least for the foreseeable future in this fiscal year and we'll see that happening. On PodcastOne, we're anticipated to close sometime in July. And we feel very confident on that date. So I don't think anything is going to move variably there. As far as Q1 in terms of the adjusted operating loss, as I mentioned before, we instituted cost savings in the beginning of the quarter and total was about $1.5 million. Those aren't going to be recurring. Those cost savings were instituted, largely as a result of the uncertainty of COVID-19. They included payroll reductions for both Rob and myself substantial that went throughout the entire quarter, and including some operating expenses and et cetera that we were able to negotiate down. Those aren't necessarily permanent and so you're getting an arbitrary benefit of about $1.5 million in the period. Does that make sense?

It does, thank you.

And then on the cash as I mentioned before, we negotiated new terms with our existing lenders, which included covenants kind of going for financial covenants. And as a result of that negotiation, we put about $6.5 million of our cash into restricted cash account. But fundamentally, this isn't any different with how we were operating because there was always a minimum cash requirement of $6.5 million throughout the entire fiscal 2020.

Our next question comes from Thomas Forte with D.A. Davidson.

Great, thanks for taking my questions. I had two then I want to get back in the queue. So the one - the two questions I want to ask first and the ones I could asked most often by investors. How are you able to pivot your strategy so quickly? And then what's the role of live festivals and your strategy when they return in full?

Yes, so great question, Tom. I mean the reality is, as we really had to pivot tremendously from our core strategy, which was always to deliver digital festivals, right. When they started from a live event and were delivered digitally, right what we've been able to do is elegantly right be able to take and enhance our team with the Chicago team, we acquired React and remember we only acquired that for $2 million of junior debt right in that subsidiary. We took that team, we folded them with the rest of our artist’s team and we've been able to secure more talent than we've ever been able to secure. And so it's really exciting to see. And again, we've had over 1,200 artists this year so far versus the 275 we had last year. So we held four or five times a mountain. It's just going to keep growing. And I think, this was - this is an inflection point that Rome wasn't built in a day like ESPN, like this was built. I'm not sure they would fully believe in this before COVID right now, they're actually realizing the staggering audiences that these artists drive. And as you probably read this week, BTS did a pay-per-view event drove $20 million in revenues, this isn't going away. And so I highlight that because as we move to live music and you know I'm a huge fan of live music. I love attending live music, right. But I'm also a big believer live music will come back bigger than ever a 0.5 billion millennials attend and genre attend music festivals and two-thirds of the world goes live music event. So it's going to come back to matter of time when it comes back. And it's exciting to see that Coachella announced that they're going to come back, hopefully if everything goes well in April, but that's still a long time away. And when it comes back, we're sitting there really what it catches me. We're across, we're a full 360 play from our own live events to our amazing partnerships with Live Nation, like we announced today with Juneteenth we are so proud to be doing this together with them, our partnerships with iHeart, which we just expanded. So like ESPN did in sports, we've maintained our independence, we've maintained our relationships. And we're the only ones in the world that are doing this as a day job. There's some people sitting out there and playing with the concept of being a competitor, but we have at least a four year head start. And I think it's going to be really difficult for anyone to truly compete in this and if you believe in that authenticity around music, we've now can comfortably say that we've created an entire channel a platform around authentic live music. And I hope you all get an opportunity to see Live Zone and all the components of that that tie in very much to our business plan and being the ESPN music.

Our next question comes from Laura Martin with Needham & Co.

I'd like you to parse for me, help me understand this. So I love the sort of exploding new revenue stream spaces and growth drivers that you're talking about Rob coupled with these words that we're going to focus on monetization. First and foremost, Wall Street always loves that. All of which makes me feel like this should be a strong double-digit grower? And then, but now Mike gives me guidance and he says well, pro forma last year was $56 million and now it's going to be $61 million, that's a 9% grower feel like groceries to me. So tell me what it takes to get this company to 20% revenue growth or more at rising free cash flow? Is it just COVID needs to end. You need to have more ad revenue, which is higher margin. Like how do I get the numbers to match the storytelling of monetization focus on a rapidly expanding revenue like stream base?

Yes let me start with it, Mike. I'll give you 40,000 feed Laura great question right. So Mike and I don't know if everyone heard him said that operationally, right separate from the corporate overhead by the business now moving into EBITDA positives today right. So that's a really exciting, really exciting because last year was $12 million to $15 million in negative EBITDA. We've been building a brand. We've been building traffic right so we couldn't even really start to think about monetization. You and I've talked about this a lot more. We are going to start to hire a sales force until December and then three months later yet COVID right? Well now we got a massive sales force with PodcastOne, right. And now you have a massive opportunity in terms of revenue. So those guidance we’ll be looking at those previously right when we bought React that was $15 million of revenues. We're counting that to zero to that, right? Because I'm not smart enough to predict what day live streaming is going to open. But let's hope that some component of that piece of this business comes back. Second is we're not counting any component of the Rock in Rio's, the EDC’s and so on that we've had massive partners and distributors, including Tencent, MTV International, major sponsors and Kia and Samsung. We can't count on that, because, the first we've heard of anybody obvious Coachella is next April. Right, so we want to be very, very cautious and conscientious of that right. And then last but not least, is when you look at those numbers remember, PodcastOne is we're only counting. We're not closing right until July 1, so let's call it so as we close that right you're only going to get because we're March 31, you only going to get, you know, eight, nine months of their revenues. Is that help?

Excellent answer. Mike, do you have anything on this?

Yes and then I think you hit it on the button. There is COVID impact across our business. I mean, certainly some of our larger OEM providers like Tesla, are impacted. And on top of that, Rob mentioned React, we're anticipating upwards of 15 million plus in revenue that is, kind of put on the sidelines. And our advertising business is having a little bit of a challenge from a programmatic perspective. So when you take that and you look at PodcastOne, as coming in for eight to nine months of the year, not the full year we actually are growing at plus 20% according to your forecast?

Right, perfect I’ll say that's a great answer. My other question is hidden assets. One of the things Wall Street tends to undervalue is human capital. And you just brought this 77 year old juggernaut called Norman Pattiz onto your Board and he is a third largest shareholder. So he's aligned with public shareholder interests. Could you walk through maybe he's on the call, but maybe it's better to talk about it so you can brag? Could you talk about what hidden asset value he brings in a deal making business like yours that Wall Street is probably missing and what segue he can add value specifically to the income statement either revenue or lowering costs for you?

Well, I think to start with Laura in that is I speak to Norm probably seven or eight times a day right? While this call is happening I'm getting text so we've already proven and before we close the deal, that we could put the number one podcast or in history that want to get his book of records and be able to take that and combine pop culture of podcasting right, sort of radio show to be a TV show and add music to it, right. And more and more of that is coming right. You just saw today we just announced a deal with Shaquille O'Neal, Shaquille O'Neal is a podcaster on our platform. Well now he is doing a major event with us in a couple of weeks, right. So you're going to see a lot of that crossover and then between our teams relationships, right. It's fantastic to have Norman Pattiz’s relationships, to the agencies, and the managers and the celebrities themselves why he's great. And what I love about Norman is, when you talk about radio guys, Mel Karmazin, Bob Pittman, these guys are just - they're just machines selling it, right. A lot of people are upset with me that I didn't start selling earlier. But I never thought I had enough to sell yet, right. And I wouldn't get enough worried that I would discount the value we’re getting because we didn't have full channel. We built this - entire platform in $35 million right. So having Norman there right, right time, right place, right is a huge, huge addition to the company and he's actively engaged on a daily basis. And I would say he's about as enthusiastic as I've seen him because I've been negotiating this deal with him as you know, yes we've talked about this deal for almost a year and a half with him. He's about as excited about his business. And as excited about the crossover and one of the great parts of Norman on top of him is the salesman, right. Because he doesn't stop selling every day as he also has an army behind them. He's got 12, 13 guys men we have three people in sales. We just went from three to you know three, four to 15 overnight. And the energy in the room is pretty spectacular. And Dermot just left down and is just ascending with their sales force right and everyone's working to get the best they can during COVID some on zoom, as you can get together. But the sales forces are really excited and as Mike articulated our sponsored revenue is up 3x from any quarter before and I think you’re going to see that continue to grow.

Our next question comes from David Bain with ROTH Capital.

First, I was hoping we could dive a little further into pay-per-view seems like that's potentially a significant franchise to monetize in the near term. I was hoping to kind of get an understanding of kind of the typical revenue share, maybe margins to LiveX. Any do you have any data points in terms of back end subscriber monetization. I know Rob, you kind of touched on that, but those have become auto free subscribers through ticket buying, are you already seeing you know, a higher percentage of those moving over to subscribers, or is it still a little early to gauge that?

And it's kind of captain obvious, right that - very different and Laura asked the question and then Ron asked the question which is, how does your traffic convert, right. We're just learning how it's going to convert. When you get someone into the funnel, right they're coming in for free. But you know one thing for sure when you're getting them in with a credit card right, they're a lot closer to your heart right and your soul. So when they convert, when they come in as a subscriber and buying it for an average of $20 right? And our whole offering right for the year, right is only $40, $50 you get really excited about what that penetration could be and what percentage you can convert. If you converted 20% there's a lightning rod.

And on the revenue share and margins, just so we can get an idea to kind of look at our model and play with that a little bit?

I'm sorry, Dave say that one more time?

On the revenue share, just again on pay-per-view and margin?

Yes, I could take that Rob. So hey, David we're in the early stages in terms of this model. And so, in terms of revenue share, you know, as we're building this is about building in the early stages. And it will be variable I think on the artists, but just to know a meaningful amount of economics are going to come to us. Because not only are we streaming it across our own platform we're also producing. So there's different ways in terms of monetizing, but it's still too early to give sort of indicative terms.

Okay. And then can you speak to PodcastOne like compensation on the talent front? One, can stock be used to attract and retain talent. You mentioned, some of those talents have become franchises in about themselves. And then could get a sense as to how advertising revenue in the PodcastOne entity has held up as COVID hit and are you seeing some kind of dollars in advertising fuel back into that, as it has declined?

Mike, you want to take that?

Yes, I'll take that. So I mean, certainly there's an advertising impacts across podcasting in general. It's not anywhere to the severity like what we're experiencing on our programmatic side. So in my - our thought process is if PodcastOne historically was at 20% grower, that's probably going to be the impact, at least what we're seeing in the early stages of COVID kind of that 20%. So yes and that's built into all our forecasts.

Okay. And then and last question, just again I guess?

Just going back to that David, David in terms of your question before because I think it's a really important question, yes we've just again for the first time in a long time we'll start to get our mojo back, right. So, yes as you know, we've converted some of the record labels and the publishers going back at $4.5 a share when the stock came down that was impossible to deal when the volume picks up. It makes it a little more intriguing. I think the same thing is for celebrity talent. We've just announced Nelly and Jeremiah live we have Naz's Apartment. I think we’re going to see way more of those partnerships, right. And you're to see them all wanting an equity component, they're all going to want to drink that Kool-Aid that Dr. Dre did, when he made his money in beach, and we're seeing a very, very strong reaction and I think you'll see that across podcasting and vodcasting as well as our ambassadorships as artists become more and more engaged, and more and more part of our platform more part of our family as we grow.

And then just final one and just quickly, if you could just spoon feed me. I was trying to piece apart the profitability piece and guidance. Are we looking at sort of a sustained profitability or at least EBITDA positive kind of at the end of this fiscal year? Is that kind of where this is if I can kind of think about it that way in a simplified accomplishment?

Yes, hi David.

Mike, let me take that 40,000 feet per second, right as we publicly said we bought slack two and a half years it was loose and lost $180 million and it never seen a day of profitability. We turn that business extremely profitable, right. When we announced the deal for React, we said it's extremely accretive, right in terms of revenues. And bottom line, when we announced PodcastOne, we said the same including balance sheet, right. So these are way easier, right to transform those businesses and turn them profitable. So, what you can start to look for is, and this is way before COVID right. This is just our management expertise and knowledge of both the public markets and private markets. When we work still make the public markets we made termination. Our traffic was starting to get there. Our audiences and our brand started getting some recognition. We had to start moving towards more and more, get our cost structure in place, get the economies of scale in place, and move towards bottom line numbers.

And I guess you know, just congrats on the ramp and new revenue sources and simultaneous improved profitability. Thanks a lot.

Next question comes from Barry Sign with Spartan Capital Securities.

I wanted to go back Rob to something that you've already touched on. And you've had in the Q&A, which is that six months ago, you were pretty much exclusively a live event company. You've successfully built a virtual event company to replace your revenue and you hit your numbers. So looking at a year or so from now, when live events come back? Do you think they replace the virtual or do you think they build on top of the virtual so now you have a larger company than you would have absent having built this new virtual business during the pandemic?

Yes, I apologize I know my speech was a little long so I may have got lost in there. But we've said as we look forward to the day live music comes back and I've always been enamored with the pay-per-view market as you know. We've talked about it a lot, right. I helped start, I was in the pay-per-view market going back 30 years ago, you know really going back and boxing and announced Magic Johnson, Michael Jordan 30 years. So I'm a huge believer - so what I do, what I believe is that if live comes back, there is an intriguing combination that is very powerful, that if you could sell 150,000 tickets to Coachella, there's got to be a few tickets you can sell digitally. And the same thing if you can sell, tickets to a concert, whether it's one artist or multiple artists, and just watching BTS last week and watching what we're doing on a platform that we sold over 8,000 tickets, without any marketing so far at all, right. You probably hadn't heard of any of those fans are mostly jam bands. I think that there is a brand new revenue stream that is coming here that is not in our guidance today. We have to learn and we got educated, get smarter about it. But the fact that our technology is working, I think the ability to monetize the tipping, to gifting to pay-per-view is going to be an enormous business. And when one band does $20 million in a day right, stay tuned for what's coming with us because you know we stream the biggest artists in the world, right. So if you had the biggest artists in the world whether there's a [leader], whether there’s Selena Gomez, whether it’s was BTS across the board right we had them on in our platform. So if you know that it works, one band can do $20 million in a day. We're still a small company, pay-per-view could be a meaningful piece of our business in the very, very near future. And I would say, stay really close really close to your chair, because those same artists that have worked with us before don't have a forum today, right. There is no touring, there is no pay-per-view there has to be a way to monetize. So because of the - our content team like Garrett English who run all of MTV live. The curation we do it's not just about putting on the performance. And I think what's going to happen is, we're going to start to see artists do what Chris Brown did to DNA and artists to get more creative about it because they have to, right. The experience of just playing from home is going to work perhaps, right. And neither was live streaming from Rock in Rio. So artists have to do something that is unique. And I look forward to I just see more and more of it, I can't tell you - how excited we are to see Cargo perform from literally from a lake right and to see OneRepublic back in a theater. There are no fans in there yet right, just like U.S. Open. But there's going to be an opportunity that we're going to be able to sell tickets to a live event and sell tickets to pay-per-view simultaneously. And as 5G comes, right you're going to see enormous whether it's us or it’s someone else. You're going to see enormous revenues coming and tipping, and we've already seen it from a donation standpoint, which effectively is tipping but it's a charity right the iHeart event [indiscernible] they raised $125 million right in tipping. So I think there's enormous opportunity and I love, love, love, love having credit cards versus people just coming to visit and watch your music for a minute.

Next question is around advertising revenue. As you've talked about you've built an incredible content portfolio, but your advertising revenue to-date has been fairly minimal. And I know that's not something you really focused on until recently, as you've said you're adding a very strong advertising team with PodcastOne. How many folks are there, have they started to look at the LiveXLive portfolio? And what's their impressions? How quickly do you think that advertising team can ramp up and monetize what you already bring to the table on that margin?

So I mean, numbers - you gave me numbers right more salespeople you have, right the better those salespeople are, the better shot you can have with advertising. Now start from the premise of that podcasting and when you hear this from Norman, you'll get an understanding that it's like the people that watch podcasts they watch it from beginning to end like the average amount of time watched like 40 minutes, right. So the excitement that their team has right around selling live music and selling our offering, it's very unique I mean, I think Barry I think that this is an inflection point. I've gotten beaten up, as you know, just had every one of you on the phone has beaten me up that I didn't start advertising earlier but I didn't want to sell the property and you start to see on Friday night's we saw White Claw, I’ll be surprised if you don't see another advertiser this weekend like you feeling that moment right. And this is a tough time to feel momentum for anything. But we feel momentum and we feel excited about, where advertising is going. So I think stay tuned and you're going to see more Kias, and more Samsung's and when distributors and the sponsors crossover, right, like Kia in Facebook, I feel more excited because you're getting the traffic as well as money.

My last question is around M&A on both this call and your prior call, you've dropped a lot of little teasers in about, things to come for M&A. On the last call you had talked about, I think you use the word imminent that a transaction was imminent was that PodcastOne or is kind of Moby Dick still out there waiting to be caught, and what is your - if you can kind of wrap up all of the comments that you've made on M&A? And describe to us what is your current M&A posture, what are you looking to add to the portfolio? And what kind of financial parameters one difference now then versus a quarter ago is you have a much stronger equity to use. And you're using that for example with PodcastOne?

So, great question. The answer is, is that PodcastOne was not that acquisition as I said before. We believe that there is another acquisition that is very close, right and we're super excited about it. And it's a lot easier than it was before right? So remember in the podcast acquisition, we picked up $27.5 million in revenues and Norman became our number three shareholder, right, value in the company, which is fantastic now and top of it and for going forward, that was really tough in this market, right. You're in the middle of COVID, the stock is not doing well during that period. Now our stock is doing better, right. We're not back at our highs. We're not in back in the middle of our range, but the exciting part is that people are going to look at our stock in a very different way and we're already starting to see it from some of the royalties. As I said, the publishing the record labels, to starting to convert again. I think the same thing applies here. We're going to close another acquisition very, very shortly. And it's going to be, it's going to be of size, and it fits right into the flywheel, right. And I would say again, the inbounds from everyone from acquisitions right, acquisition candidates, to distributors, to artists, to managers to labels. Previously, we're a young company, we were kicking tires hard, right. Yes, there's been a lot of work and this is a big mountain to climb. But we're feeling the strongest we've ever felt about acquisitions. We're feeling the strongest about partnerships. And I think you're going to see - continue to see, people are seeing too many press releases in a row. But there's so good and they are so powerful. They're such great events, but I think you're going to see more and more of that, and I would say, Barry, stay tuned and we always plan on speaking to them very shortly as it's getting more and more exciting by the day.

Unfortunately, we have run out of time and only have time for one more question. So our final question today will come from Brian Kinstlinger with Alliance Global Partners.

A lot of questions already been asked but I was going to ask on the international rights. Is there any benefit included in guidance, is that more of an acquisition? And will that be a big catalyst instead to fiscal - the next fiscal year?

I can't answer that one. And nothing in our guidance reflects international expansion and/or acquisition.

And then the follow-up I had and Mike obviously much shorter here. You mentioned being installed in every Tesla, I think if I heard you correctly, does that - is that similar internationally to the deal domestically or is that just installed? And the purchaser would have to activate and/or paid for a paid subscription?

Sorry, Brian the question is it pre-installed on the Tesla vehicle…

Well in the domestic.

In the domestic yes, agreed. Yes, it's a free installed, it comes with the…

Right it’s free installed and Tesla pays for the premium, pays for the paid membership. Internationally now that you're going to be installed in every car does Tesla, are they going to pay for that subscriber or does the subscriber or new car owner have to buy it?

Yes Mike, let me take this. So the answer to it is historically, right as we have had a almost perfect partnership right, no cost per acquisition, no breakage no churn, right. Tesla has tried some things along the way that have tested whether or not the car owner is going to pay for it versus Tesla paying direct built in to the - built into their lease or the sale of the car, right. It looks to us like [deal] looks very, very positive and very promising as to expanding relationships with Tesla all the time, and how that all could play out. But you could be sure they get a test, right they're always going to test things along the way. Does that help?

Yes, it helps, yes, of course. Thank you

This will conclude our question-and-answer session, as well as today's conference call. Thank you all for joining us on today's call. You may now disconnect.